Terms & Conditions
Terms and Conditions
Welcome to breathehappi.com (controlled by On Spec LLC, also referred to as “On Spec”). Please read these Terms and Conditions (the “Terms”) carefully because they govern your use of our online interfaces (e.g., websites and mobile applications (our “Apps”)) owned and controlled by us, including www.breathehappi.com (collectively referred to herein as the “Site”) and through the purchase and use of our products available on our Site (the “Products”). To make these Terms easier to read, the Site, the Products and the App are collectively called the “Services”. By using our Services, you agree to be bound by these Terms.Please read the Terms carefully as they affect your legal rights. If you don’t agree to be bound by these Terms, do not use any of our Services.
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services or if you purchase our Products after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services or purchase any Products anymore. Because our Products are still being developed and our Services are evolving over time, we may change or discontinue all or any part of the Services (including our Products), at any time and without notice, at our sole discretion.
ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST ACCESS THE SERVICES BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND On Spec WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
IF YOU PURCHASE AUTOMATIC FILTER REFILLS, YOUR FILTERS WILL AUTOMATICALLY REFILL FOR CERTAIN PERIODS OF TIME, TYPICALLY EVERY SIX OR TWELVE MONTHS, IF YOU DO NOT CANCEL AT LEAST FIFTEEN DAYS PRIOR TO THE REFILL DATE. SEE THE SECTION “FILTERS AUTOMATIC REFILLS AND ACCOUNT PORTAL” FOR MORE INFORMATION ON THE APPLICABLE AUTOMATIC REFILL TERMS.
You may order Products and use the Services only if you are 18 years or older and capable of forming a binding contract with On Spec LLC and are not barred from using the Services under applicable law. If you want to purchase the Products and use certain features of the Services you’ll have to create an account (“Account”). It’s important that you provide us with accurate, complete and up-to-date information for your Account and you are responsible for updating such information, as needed, to keep it accurate, complete and up-to-date. You’re responsible for all activities that occur under your Account, whether conducted by you or by someone else with access to your Account. Note that in order to manage your filter auto refills online, you’ll need to use the same email address you used to purchase your Happi device. By registering for or creating an account, you are agreeing to receive marketing emails from us.You can opt-out from receiving future marketing emails from us by using the unsubscribe link found at the bottom of the email.
We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. You will be charged at the time of your order unless we notify you otherwise. Some situations that may result in your order being canceled include limitations on quantities available for purchase, inaccuracies or errors in our Products or pricing information, or problems identified by our credit and fraud avoidance department. We will contact you if all or any portion of your order is canceled. If your order is canceled after your credit card (or other payment account) has been charged, we will issue a credit to your credit card (or other applicable payment account) in the amount of the charge.
Delivery of Products
We will use reasonable commercial efforts to deliver the Products within the timelines estimated in the Order form. You understand that all scheduled shipment dates and estimated shipment dates are estimates only. We’ll make reasonable efforts to meet the scheduled shipment dates, but in no event will we be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery. Title and risk of loss for Products purchased from our Services pass to the purchaser upon our delivery of the Products to the carrier.
In case of any unforeseen delay, On Spec LLC will keep you updated and communicate progress using the email address associated with your Account.
Refund & Cancellation Policy
You have 45 days from the date of your order to request a refund. Please see our return policy at https://breathehappi.com/pages/return-policy for more information and the complete terms and conditions for refunds.
Filters, Automatic Refills and Account Portal
Our Products typically contain one or more filters that should be replaced from time to time as indicated for each Product (“Filters”). We provide a paid subscription for automatic, recurring purchases and shipment of certain Filters (“Auto-Ship”). Depending on the Product and our offerings, you may have the option of making one-time payments for certain Filters.
BY PURCHASING AUTOMATIC FILTER REFILLS, YOU AUTHORIZE US TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase automatic filter refills, we (or our third-party payment processor) will automatically charge you, at the time of each filter subscription renewal, using the payment information you have provided until you cancel your filter subscription. Your filter subscription will automatically renew on a specified cadence, typically every six or twelve months depending on the Product, and your credit card will automatically be charged the full amount for such Filters, plus any applicable taxes, and other charges (“Auto Filter Fee”) upon renewal at the beginning of each renewal period until cancelled. YOU MUST CANCEL YOUR FILTER SUBSCRIPTION AT LEAST ONE DAY PRIOR TO THE RENEWAL DATE TO AVOID THE BILLING OF THE FEES FOR THE NEXT RENEWAL PERIOD. By agreeing to these Terms and using our automatic filter subscription, you acknowledge that your subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription. Your automatic filter subscription continues until cancelled by you or we terminate your access to or use of the Services in accordance with these Terms. You can cancel your filter subscription at any time by contacting us at firstname.lastname@example.org. Cancellation will be effective at the end of the then-current renewal period. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT AUTO FILTER SHIPMENT AT THE TIME OF CANCELLATION. If you have any shipments still outstanding in your current renewal period at the time you cancel your filter subscription, you will continue to receive those shipments, and you will be responsible for all Auto Filter Fees incurred for such shipments, as applicable, but will not be billed for another renewal period thereafter.
Ownership of the Services
All contents of the Services, including without limitation, the text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available on or through the Services are collectively referred to as “Content”. The Services and Content, and all associated intellectual property rights are the sole and exclusive property of On Spec LLC and/or its licensors, and may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved in writing by On Spec LLC. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Rights in Content Granted by On Spec LLC
Subject to your compliance with these Terms, On Spec LLC grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
You agree not to do any of the following:
- Use, display, mirror or frame the Services or any individual element within the Services, On Spec’s name, any On Spec trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without On Spec’s prior express written consent;
- Access, tamper with, or use non-public areas of the Services, On Spec’s computer systems, or the technical delivery systems of On Spec’s providers;
- Attempt to probe, scan or test the vulnerability of any On Spec system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by On Spec or any of On Spec’s providers or any other third party (including another user) to protect the Services or Content;
- Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by On Spec or other generally available third-party web browsers;
- Use any meta tags or other hidden text or metadata utilizing a On Spec trademark, logo URL or product name without On Spec’s express written consent;
- Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
- Violate any applicable law, rule or regulation; or
- Encourage or enable any other individual, organization or entity to do any of the foregoing.
Links to Third Party Websites or Resources
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
We welcome feedback, comments and suggestions for improvements to our Products and Services (“Feedback”). You can submit feedback by contacting us at email@example.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
On Spec LLC may offer certain discounts, promotions and free introductory services (such as filter refill packs) (collectively, “Deals”) to its customers from time to time. Please note that regardless of any offers of Deals, On Spec LLC reserves the right to change the offer bundle over time without any prior notice. In addition, you acknowledge and understand that On Spec LLC does not provide any warranty or refund/cancellation assurances on any of the Deals. On Spec LLC also reserves the right to amend the Services or other policies around any components offered as a free or additional item along with the Product. The Deals are not interchangeable and cannot be traded off for monetary remuneration or in any other way.
Export Policy and Restrictions
You acknowledge that the Products, Apps and Content which are sold or licensed on the Services, which may include technology and software, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the Products or Apps are downloaded, manufactured and/or received. By purchasing, downloading or using technology or software from our Services, you agree to abide by the applicable laws, rules and regulations - including, but not limited to the Export Administration Act and the Arms Export Control Act - and you represent and warrant that you will not transfer, by electronic transmission or otherwise, the software or technology to a foreign national or a foreign destination in violation of the law. By purchasing any Products or downloading any Apps, you agree that you will not use any Products or Apps, or provide Products or Apps to any person, who is forbidden from receiving the Products or Apps under the Export Administration Regulations or any economic sanctions maintained by the U.S. Department of Treasury, U.S. antiboycott regulations, or U.S. economic sanctions, including the export and antiboycott restrictions found in the Export Administration Regulations or the sanctions regulations administered by the U.S. Office of Foreign Assets Control. You agree to defend, indemnify and hold On Spec and its officers, directors, employees, agents and affiliates harmless from all claims, demands, damages, costs, fines, penalties, attorneys’ fees and all other expenses arising from your failure to comply with this provision and/or applicable export control, antiboycott, or economic sanctions laws and regulations.
We may terminate your access to and use of the Services (unless you have purchased a Product, in which case we will ship your Product or refund you the purchase price as indicated above), at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by contacting us as described below.
All products sold on breathehappi.com have a 1-year limited manufacturer defect warranty.
Medical Advice Disclaimer
THE PRODUCTS ARE NOT INTENDED FOR USE IN THE TREATMENT OR MANAGEMENT OF ANY DISEASES OR CONDITIONS, AND SHOULD IN NO WAY BE CONSIDERED A REPLACEMENT FOR MEDICAL ADVICE AND ACTION IN ORDER TO CURE, TREAT, OR PREVENT DISEASES OF ANY NATURE.
Please seek the advice of your qualified heath care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions. On Spec LLC does not recommend or endorse any specific physicians, procedures, products (including our Products), opinions or other information that may be included on the Site; the same are only for informational purposes. Reliance on any information appearing on the Site, whether provided by On Spec LLC, its content providers, the visitors to the Site or others, is solely at your own risk.
Limitation of Liability
NEITHER ON SPEC LLC NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, PRODUCTS OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, PRODUCTS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ON SPEC LLC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL ON SPEC LLC’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR PRODUCTS EXCEED THE AMOUNTS YOU HAVE PAID TO ON SPEC LLC FOR USE OF THE SERVICES OR PRODUCTS GIVING RISE TO THE LIABILITY DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.
Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.
These Terms and any action related thereto will be governed by the laws of the State of New Jersey without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and On Spec LLC agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide On Spec with written notice of your desire to do so by regular mail at On Spec LLC, 137 Grand Street, Floor 3, New York, NY 10013 within thirty (30) days following the date you first access the Services (such notice, an “Arbitration Opt-out Notice”). If you don’t provide On Spec LLC with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide On Spec LLC with an Arbitration Opt-out Notice, will be the state and federal courts located in New Jersey and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide On Spec LLC with an Arbitration Opt-out Notice,you acknowledge and agree that you and On Spec LLC are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and On Spec LLC otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
The arbitration will be administered bythe American Arbitration Association (“AAA”)in accordance with theCommercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration and a separate Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and On Spec otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and On Spec submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. On Spec will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, On Spec will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions describing changes to these Terms above, if On Spec changes this “Dispute Resolution” section after the date you first accessed the Services (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to www.On Spec.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or, if applicable, in the date of On Spec’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and On Spec in accordance with the provisions of this “Dispute Resolution” section as of the date you first accessed the Services (or accepted any subsequent changes to these Terms).
These Terms constitute the entire and exclusive understanding and agreement between On Spec and you regarding the Services (including Products and Deals) and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between On Spec and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Arbitration” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without On Spec’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. On Spec may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by On Spec under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of sending will be deemed the date on which such notice is transmitted.
On Spec’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of On Spec. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact On Spec LLC at firstname.lastname@example.org, or On Spec LLC, 137 Grand Street, Floor 3, New York, NY 10013.
Terms and Conditions Last Updated: December 1, 2020